Good afternoon, everyone, and welcome to Associate Banc-Corp's Third Quarter 2023 Earnings Conference Call. My name is Alicia, and I'll be your operator today. At this time, all participants are in a listen-only mode. We will be conducting a question-and-answer session at the end of this conference. Copies of the slides that will be referenced during today's call are available on the company's website at investors.associatedbank.com. As a reminder, this conference is being recorded. As outlined on Slide 1, during the course of the discussion today, management may make statements that constitute projections, expectations, beliefs, or similar forward-looking statements. Associated's actual results could differ materially from the results anticipated or projected in any such forward-looking statements. Additional detailed information concerning the important factors that could cause the Associated’s actual results to differ materially from the information discussed today is readily available on the SEC website in the risk factor sections of Associated’s most recent Form 10-K and subsequent SEC filings. These factors are incorporated herein by reference. For reconciliation of the non-GAAP financial measures to the GAAP financial measures mentioned in the conference call, please refer to pages 23 and 24 of the slide presentation and to Page 10 of the press release financial tables. Following today's presentation, instructions will be given for the question-and-answer session. At this time, I would like to turn the conference over to Andy Harmening, President and CEO, for opening remarks. Please go ahead, sir.

Well, good afternoon, and welcome to our third quarter earnings call. I'm Andy Harmening. I am joined once again by Derek Meyer, our Chief Financial Officer, and Pat Ahern, our Chief Credit Officer. I will start today by sharing some highlights for the quarter. From there, Derek will provide an update on margin, income, capital trends, and then Pat will share an update on credit. Now I mentioned back in July that we were starting to see renewed stability after a volatile spring, and what we saw here at Associated in the third quarter was a definitive continuation of those stabilizing trends. Employment trends remain very strong in our footprint with most Midwestern states seeing unemployment below the national average, and Wisconsin coming in below 3%. Our prime and super-prime retail customers remain resilient in the face of macro uncertainty. What this means for us is that we've been able to focus squarely on execution of our initiatives as we look to track and deepen customer relationships, optimize our balance sheet, and improve our profitability profile. These initiatives have clearly taken hold in the face of challenging operating environments. On the asset side, we've steadily added high quality consumer and commercial loan balances that enable us to rely less heavily on lower yielding non-relationship balances. On the funding side, the customer acquisition and attrition trends we shared for Q2 look even stronger in Q3. Initiatives such as our new Mass Affluent strategy, product enhancements, and brand campaign are clearly having an impact, and that led to $527 million in core customer deposit growth during the third quarter. This not only helps us fund our loan growth, but it enables us to decrease our reliance on wholesale and network funding sources now and in the future. And finally, on the digital side, we've regularly upgraded our online and mobile experiences since we launched our new platform a year ago. These changes have contributed significantly to higher customer satisfaction scores and decreased customer attrition. And while we've continued to get traction since launching Phase 1 of our strategic plan a little over two years ago, we haven't lost sight of what got us here in the first place, our foundational discipline on credit quality and expense management. As the banking environment continues to evolve in the coming quarters, that discipline is going to remain front and center for us. It's also important that we're thoughtful about what comes next for Associated Bank as we look to set the bank up for long-term success. That's why our team is working hard putting the finishing touches on Phase 2 of our strategic plan, which we look forward to sharing in more detail later this quarter. With that, I'd like to highlight our results for the third quarter on Slide 2. Our third quarter results reflected the steady growth of our balance sheet and continued progress against our initiatives. As mentioned in the past, our stated goal is to fund the majority of our growth with core customer deposits. We grew these deposits meaningfully in 2022. And after a period of industry-wide volatility in the first half of this year, core customer deposits grew by over $500 million here in Q3, as we continue to realize the impacts of our customer acquisition and relationship deepening initiatives. This enabled us to pay down high-cost non-customer funding sources like brokered CDs during the quarter. On the loan side, all three of our major consumer and commercial loan segments once again saw net balance growth during the quarter, led by growth in our auto finance business. With that said, it's clear that lending activity has slowed in most categories as compared to 2022. Shifting to the income statement, funding costs continue to be a pressure point for the entire industry in this rate environment. Here at Associated, however, the pace of downward pressure on margin has slowed. In Q3, our NIM decreased by 9 basis points to 2.71%. For the third quarter, we saw a slight increase in our non-interest income. Our third quarter non-interest income grew by 2% versus the prior quarter, partially offsetting the ongoing pressure on NII. And as always, we're continuing to monitor asset quality closely. Our net charge-off ratio came in at 25 basis points for the quarter as we added another $22 million in provision and held our ACLL ratio flat at 1.26%. While several key credit metrics have ticked up slightly compared to the prior quarter, we consider the data to be consistent with a gradual normalization to pre-COVID performance levels. We have not seen anything to suggest trouble on the horizon for a specific industry or geography. On Slide 3, we highlight our deposit trends for the third quarter. As you know, industry-wide volatility in the spring combined with an ongoing battle for deposits to create significant funding headwinds for the first half of the year. While much of the volatility cleared up by June, short-term funding and liquidity pressures combined with a mixed shift in customer accounts had a lingering impact on Q2 balance flows. We continue to see some impact from mix shift during the quarter but the situation is largely stabilized, providing a clearer view of the impacts from our deposit-gathering initiatives that started to take hold in 2022. During the quarter, we saw net growth in both consumer and commercial balances, and core customer deposits as a whole grew by $527 million or 2%. This growth enabled us to decrease our reliance on higher cost network and broker deposits, which decreased by $418 million or 8% during the quarter. As a reminder, our strategy is to fund our loan growth primarily with customer deposits. We expect to hold wholesale network funding levels in check as we move through the remainder of the year and into 2024. And we remain confident in our ability to fund our growth at a reasonable cost going forward based on our initiatives. Based on year-to-date trends and current market conditions, we're affirming our guidance and continue to expect total core customer deposits to decrease by 3% for 2023, but increase by 2% in the back half of the year. On Slide 4, you can see that the deposit growth hasn't come by accident. As we've discussed previously, our team has been hard at work to enhance our offerings with an eye towards attracting new relationships, deepening existing relationships, and increasing retention. It's clear at this point our initiative has taken hold. Since 2022, we've focused on upgrading product and service offerings, and have promoted these new offerings with a customer-centric brand strategy. As of the third quarter, our consumer household acquisition rate was up 20% versus the same period a year ago, and our attrition rate was down 17%. Digital has also been instrumental to our success. And through the open architecture of our new platform, we've been able to move more quickly to deploy upgrades and enhancements to make our customers' lives easier. In a little more than a year since the platform launched, we've had 99.9% uptime and have already made 11 customer-facing upgrades, leading to a multi-year high in customer satisfaction scores. And finally, since launching a new mass affluent strategy to deepen relationships with high potential customers, we've already added over $550 million in net new deposits, nearly doubling our full-year goal by September 30. This growth represents a roughly 12% increase in our pre-launch baseline. So as we've said, our plan is to fund our loan growth with core customer relationships and deposit relationships. And we steadily continue to execute this plan in the face of a challenging funding environment. As a result, we're bringing in new dollars and deepening relationships with a customer base that is more satisfied. Shifting to Slide 5, we've steadily added high quality loan balances to our portfolio with another $344 million added here in the third quarter. This marks the sixth consecutive quarter in which all three of our major loan segments have reported net growth. While growth has continued throughout the year, the pace of growth has slowed. And it's clear that pipelines have also slowed as customers make a more cautious approach in what appears to be a higher for longer rate environment. During the third quarter, we again saw moderate growth in our auto finance portfolio where we continue to focus squarely on prime and super-prime clientele. As a reminder, we do not intend to become disproportionately reliant on auto loans, but the portfolio continues to provide us a high quality, yield-friendly option to diversify our consumer loan book away from lower yielding non-relationship assets such as third-party originated mortgages. On the commercial side, our mortgage warehouse business led the way during Q3, but that's not something we would expect to become a theme. Looking forward, it's clear that the lending environment has begun to slow for the industry, but we continue to seek selective growth that emphasizes relationships, quality, and diversification while delivering accretive returns. This enables us to de-emphasize lower yielding non-relationship asset classes over time. Given the slowdown in the lending environment, we now expect total loan growth of between 5% and 6% for 2023. So finally, on Slide 6, our team once again paired solid revenues with diligent expense management during the third quarter. Given the funding pressures facing the industry, our PTPP income dipped to $125 million or $8 million lower than the second quarter. But despite these funding pressures, our year-to-date PTPP income is $68 million higher in 2023 than it was in 2022, a 20% increase. With that, I'll hand it over to Derek Meyer, our Chief Financial Officer, to provide further detail on our margin, income statement, and capital trends for the quarter.

Thanks, Andy. I'll start by highlighting our asset and liability rate trends through the third quarter on Slide 7. Our total asset yields have continued to rise due to rising rates and the repricing nature of a large segment of our loan book. Since the start of the rate cycle, total earning asset yields have increased by 277 basis points, or roughly 53% of the increase of Fed funds target rate over the same period. Commercial and CRE yields have grown the most as we continue to add new loans and categories such as asset-based lending and equipment finance, while our floating rate back book continues to reprice higher. On the liability side, rising rates, liquidity pressures, and a mix shift in customer deposits converged to create significant funding cost pressure for the whole industry. While these pressures have stabilized meaningfully in Q3, they continue to pose a challenge for profitability in the near term. Here at Associated, interest bearing liability costs have now increased by 309 basis points since the fourth quarter of 2021. Specific to deposit betas, the S curve we were planning to see in the rising rate environment has largely played out as expected. But the shape of the curve has steepened meaningfully in 2023 amid the funding cost pressures described previously. As such, our interest-bearing deposit beta has now climbed to roughly 56% since the start of the rate cycle. Moving to Slide 8, the funding cost pressures facing the industry combined to drive a 9 basis point compression in our NIM in Q3. While pressures remain, we view this trend as a clear sign of stabilization compared to margin trends in the first half of the year. This stabilization was also demonstrated by our net interest income, which decreased by just $4 million after significant pressure in Q1 and Q2. As we mentioned previously, however, we're not relying solely on the rate environment to dictate our earnings going forward. We benefited from a natural asset sensitivity over the past couple of years as rates have risen, but we've also taken actions on both sides of the balance sheet to decrease that sensitivity and drive more durable interest income in future quarters. Whether it's adding high-quality customer loans, core customer deposits, or layering in interest rate hedges, these actions have been designed to provide our company with additional flexibility to maintain our performance through the cycle. As a reminder, we do not intend to call the peak on the interest rate environment in the near term, but we will continue to take reasonable steps over time to manage our asset sensitivity and downside rate risk. As you can see on the right-hand side of this slide, these efforts have gradually decreased our asset sensitivity over the past several quarters. We expect to continue benefiting in a rising rate or higher for longer scenario, but we're also better positioned for an eventual decrease in rates over time. The macro outlook remains uncertain, but based on our current expectations for balance sheet growth, deposit betas, and Fed action, we now expect net interest income growth of between 8% and 10% in 2023. On Slide 9, we continue to manage our securities book in the third quarter to remain within our 18% to 20% target. Since the third quarter of 2022, the yield on our securities book has risen by 74 basis points, but we are actively monitoring to reduce our longer-term rate risk. After adjusting our CET1 capital ratio to include the impacts of the AOCI, this impact would have represented a 101 basis point hit to CET1 in the third quarter. This impact is up slightly from the prior quarter, primarily driven by the rebound in rates. As a percentage of total assets, our investment, security, and cash positions were maintained at roughly 20% for the second straight quarter. We continue to target investments to total assets of between 18% and 20% in 2023. On Slide 10, we highlight our non-interest income trends. Despite the downward pressure for market-driven headwinds and adjustments to our fee structure, non-interest income grew modestly for the third straight quarter and landed at $67 million. The primary factors for the quarter-over-quarter increase were a $1 million increase in asset gains and modest increases in service charges and deposit account fees and wealth management fees. With that said, we continue to expect total 2023 non-interest income to contract by between 8% and 10% versus 2022. As a reminder, this anticipated compression is driven by current market dynamics and moderation in deposit account fee income due to changes we made in the back half of 2022. Moving to Slide 11, our third quarter expenses increased by 3% versus the prior quarter, but were flat with the same period a year ago. We continue to make targeted investments in people and technology to support our initiatives. Our FTE efficiency ratio rose to 58.5% during the quarter, but it remains 29 basis points lower than the same period a year ago. Additionally, our non-interest expense bases remained below 2% as a percentage of average assets and is now down 18 basis points from the same period last year. While we continue to invest in strategies to support our growth aspirations in 2023, we are committed to keeping expense growth below revenue growth over the long term. On an ongoing basis, we will continue to pursue opportunities to optimize our expense base where possible. With that in mind, we expect total non-interest expense growth in between 3% and 4% in 2023, but would note that this number excludes the impact of any non-recurring items incurred in the fourth quarter, such as the FDIC's special assessment. Shifting to Slide 12, we continue to prioritize paying a competitive dividend and funding organic growth while managing capital levels towards the target ranges. Here in the third quarter, our capital ratios grew versus the prior quarter and versus year-end 2022. We remain comfortable with our capital levels as we look out over the remainder of the year. Given current market conditions and the expectation for short-term rates to remain elevated in the near term, we continue to expect TCE to land at the 6.75% to 7.25% range by year-end. We've increased the upper end of our CET1 target range and are now targeting a range of 9% to 9.75%. I'll now hand it over to our Chief Credit Officer, Pat Ahern, to provide an update on credit quality.

Thanks, Derek. I'd like to start on Slide 13 with an update on our allowance trends. We utilized the Moody's August 2023 baseline forecast for our CECL forward-looking assumptions. The Moody's baseline forecast remains consistent with a resilient economy despite the high interest rate environment. The baseline forecast contains no additional rate hikes, slower but positive GDP growth rates, a cooling labor market, and a continued deceleration of inflation. Our ACLL increased by $4 million during the quarter to $381 million. Our allowance continues to be driven by a combination of portfolio loan growth, nominal credit movement, and general macroeconomic trends that reflect the stability of our Midwest footprint. Accordingly, our reserves to loans ratio remains flat to the prior quarter and 6 basis points higher than the same period a year ago at 1.26%. Moving to Slide 14, our quarterly credit trends remained relatively stable across the portfolio during the third quarter, with migration reflecting a broad-based normalization in portfolio performance. We did see moderate increases in non-accrual loans, delinquencies, and charge-offs during the third quarter, but as previously discussed, we anticipated these shifts as a sign of normalization back to pre-pandemic levels, as opposed to an indication of broader issues in the portfolio. As Andy mentioned, we have not seen anything to suggest a pattern of credit stress in a specific industry or geography. We added another $22 million in provision during the third quarter, which matches our second quarter provision build and is consistent with the past four quarters. As mentioned, this provision build was largely a function of loan growth, limited credit movement, and macro trends. We remain focused on monitoring the uncertainty of the macro economy to ensure current underwriting reflects elevated inflation, supply chain disruption, and labor costs, to name just a few economic concerns. In addition, we continue to maintain specific attention to the effects of elevated interest rates on the portfolio, including ongoing interest rate sensitivity analysis bank wide. Going forward, we expect any provision adjustments to continue to reflect changes to risk rates, economic conditions, loan volumes, and other indications of credit quality. On Slide 15, I'll remind you that our conservative approach to credit has been optimized over the course of the past several years as we've built a diverse portfolio of high-quality commercial loans and a focus on prime and super-prime consumer portfolio. While CRE has been cited as an area of risk in the media over the past several quarters, we feel well positioned given the conservative approach we've applied across the bank. In building our CRE portfolio, we focused on partnering with well-known developers in stable Midwest markets. Over two-thirds of our portfolio is based in the Midwest, with an emphasis on multifamily and industrial properties. Office loans represent just 3.4% of our total loans as a bank, and within that portfolio, we are weighted towards suburban Class A properties. While we feel well positioned given our business model approach and the markets we operate in, we continue to monitor this and all of our portfolios closely. With that, I will now hand it back to Andy to share some closing thoughts.

Thank you. I'd like to close out by reiterating a couple of key points from our presentation on Slide 16. First, we've set ourselves up to drive quality, relationship-focused loan growth that decreases our reliance on lower-yielding non-relationship balances and enhances our profitability profile. However, given the recent slowdown in the lending environment, we now expect total loan growth of between 5% and 6% in 2023. Second, the deposit environment is clearly stabilized following a volatile first half of the year. The stabilized environment, combined with our deposit initiatives, drove strong core customer deposit growth in the third quarter. With that said, we're leaving our guidance unchanged for the full year, given the seasonality we typically see in balance flows as we approach year-end. Shifting to revenue, we've adjusted our most recent forecast for balance sheet growth, deposit betas, and rate environments. We now expect to deliver net interest income growth between 8% and 10% in 2023. And lastly, our disciplined approach to expenses remains a foundational focus for our company. As such, we are maintaining our non-interest expense guidance for the year, but would note that this guidance excludes non-recurring items incurred in Q4, such as the FDIC special assessment. With that, let's open up for questions.

Thank you. We will now be conducting a question-and-answer session. Our first question comes from the line of Daniel Tamayo with Raymond James. Please proceed with your question.

Hi, good afternoon everybody. Maybe first just on the non-accruals, the increase in C&I, I know you mentioned there was not really a pattern to that increase, but if it's just a normalization of credit costs, just curious how you're thinking about what we should, or how we should be thinking about what normalization of net charge-offs or even provision could look like? Thanks.

I would say in terms of net charge-offs, we saw a little bit of a spike this quarter, but I think last quarter was probably a little more normal than what we saw this quarter. I think these are just a handful of things. I think non-accruals could be, going forward, we're going to watch as credits normalize back, where they settle at, it's hard to say right now. And for provision, we're probably pretty consistent over the last couple quarters and I would expect similar pattern.

Okay, great. And then looking at the loan growth, I'm just curious what the thought is in terms of future loan growth, where that might come from. And then, if you could touch on where new loan yields are for those categories, that'd be helpful.

Yeah, this is Derek. The auto segment has remained stable, and we anticipate that trend to persist. We haven't changed the credit parameters; they are expanding, which typically would lead to a slower growth rate. However, we have also broadened our presence in our operational states. As a result, dollar increases are steady. For this quarter, similar to most quarters, we anticipated balanced growth. Our previous guidance, which we recently adjusted, suggested we would see similar growth in Commercial and Industrial. Although we continue to onboard new clients this year and have year-over-year growth due to new hires, we noticed that the latter part of our pipeline hasn't been replenished, which has affected the speed of additional fundings compared to earlier in the year. This has impacted our guidance. We'll also consider how to position this for next year when we provide guidance for 2024. We have not been disclosing our new production yields, so I won't go into that, but this is how the situation has been developing.

But I'm glad to address your question, Daniel. When it comes to portfolio growth, it's crucial to understand where we're seeing gains and where we aren't. Currently, we are not growing in third-party originated mortgages, which have been our lowest yielding portfolio. After halting the origination of that segment, which peaked in 2020 at approximately $1.5 billion in production, we saw a significant decline. Consequently, you'll observe a decrease in that area on our balance sheet, indicating that our residential real estate may not grow as rapidly as the market. We anticipate that over time, we can replace that with quality commercial and industrial business. Today, commercial real estate is quite stable, exhibiting low to no growth, although paydowns have been somewhat sluggish. In terms of our fourth quarter outlook, we've thoroughly reviewed our pipeline and considered relationships that aren't fully developed. As a result, we won’t pursue or be aggressive in lower yielding accounts that aren’t fully established, as they are typically interconnected. This explains the reason behind our adjusted year-end growth forecast.

Okay, that's helpful. And then just lastly, a high-level question. You touched on third-party origination mortgages, but I guess just for that asset class overall, have you thought about or is there a way that it might make sense to sell perhaps some of those loans to kind of reset the margin to a certain extent or is there a breakeven point or a place where rates could get to where that could be more attractive?

Well, I mean, Daniel, you know it's been a pretty interesting market the last six months. And so over that period of time, we've looked at every loan category. We've looked at every security. We've looked at tranches of tranches. And what I would say is we know our portfolio as well as we could know it right now. If there comes a time when there's an opportunity in one of those tranches, we'll be prepared for that. Right now, we're not prepared to speak to that.

Okay. Thank you for all the color.

Thank you. Our next question comes from Jon Arfstrom with RBC Capital Markets. Please proceed with your question.

Hey. Thanks. Good afternoon.

Hey, Jon.

Hey. Looking at Slide 8, and I don't know if this is Derek or Andy, but can you talk about just the cadence of when you think your margin might bottom out? I mean when I look at slides 8 and slide 7, it sure seems like some of the pressure on interest bearing liabilities is starting to fade a little bit and you're getting the asset repricing. But would you guys say we're at or near a bottom on your margin?

That's a great question, John. I feel much more certain now compared to March 10th. The past few months have been quite interesting. One encouraging sign is the decrease in attrition we've seen, which helps us predict volatility. We're also approaching the low point for our non-interest-bearing deposit percentage, and we don't anticipate a significant decline from here. The slowdown we experienced this quarter was expected to continue into the fourth quarter, which gives us confidence that we're nearing the bottom. The next question is about asset growth and what yields we can obtain, which will depend on market conditions. We won't force growth just for the sake of it as we move into year-end and early next year, but we do expect some modest growth. When we achieve higher yields, it alleviates pressure on our margin. Therefore, we anticipate a continued decrease in margin pressure during the fourth quarter. We believe that 2024 will bring a turning point, although it's reliant on several factors. The most significant positive indicator right now is approaching the final number for non-interest-bearing deposits.

Yeah, okay.

Yeah, I don’t think I have a lot to add from my standpoint.

Okay, that's helpful though. Slide 3 on the customer CDs versus brokered CDs. You need to talk a little bit about what you did there and how you attracted the customer CD balances and should we expect more of that in the next couple of quarters?

Yeah, our customer CD balances have been largely the same rates for quite some time, I think, even towards the end of the last quarter. In fact, now we're toying with the idea of dropping the promo rates a little bit this quarter to see if we continue to hold, sounds like we're getting some interference, but to see if we can continue to hold the production. So that strategy has worked well and we've stayed fairly short. Most of our production all along this year has been in the seven-month CD. Really that's about the only story there. The brokered CDs we've stayed short all along, when we first went into them after Silicon Valley, we mostly went into three months with almost everything. And then as things progressed and we wanted to make sure we had secured funding coverage, that grew a little bit more. And then we've just spread out the maturity buckets so that we don't have a large lump anywhere and then as we get short-term deposit growth or long-term deposit growth, we have the option each month whether we want to roll over a piece or just pay it down. And that was very helpful this quarter, obviously.

I'll expand on that a bit, Jon. You started with how we've attracted customers in CDs, and I would reframe that question to focus on how we’ve attracted customers overall. One thing that gives me confidence as we head into 2024 is our intentional efforts in product, marketing, and digital strategies. We are actively changing a multi-year trend in customer growth, and we’re moving in the right direction during what many consider one of the most volatile years for regional banks in the last decade. When we consider this, the growth in customers, combined with strategies for deepening relationships—whether that involves CDs, managing the backend of CDs, or moving into money markets and non-interest bearing accounts—clearly shows that customer growth creates a favorable environment for us. In a market that is stabilizing to some degree, we have positioned ourselves well through our initiatives to enhance foundational customer growth.

Okay, good and helpful. And then just last thing, Andy, I travel a lot and I'm trying to look at my calendar, but when do we expect the timing on the big reveal of Phase 2? And is this strategic, quantitative, or both? What can we expect when you give us?

I was a little nervous that you're going to ask me to predict the future of the Packers here in the fourth quarter when you did that lead in. We're putting that together right now, Jon. It's not long. I mean, we're nearing the end of October going into November. We will be in the fourth quarter just as fast as we can put the right accurate presentation together. So it's been something we've been working on for a little bit, but it will be later in the fourth quarter. Exact times shared in the near future.

Okay. Strategic and quantitative both, is that what we can expect?

With regards to the plan, of course it will be strategic. We will give indication of what key metrics are going to happen on the financial side.

Okay. Good. All right. Thank you.

Thank you.

Thank you. Our next question comes from Scott Siefers with Piper Sandler. Please proceed with your question.

Afternoon, guys. Thanks for taking the question. I guess I wanted to take another stab on the NII. So it looks like there's a fairly wide range of possible outcomes for the fourth quarter, anywhere from down just a bit to actually up to several percentage points. I guess just sort of in your view, what would have to happen for NII to have bottomed out at the current level? In other words, there must be some confidence that it may have bottomed out or could even go higher. I mean, what are sort of the puts and takes as you sort of think about that range of outcomes?

So, as it stands, the rate of non-interest-bearing DDA runoff and its impact on our margin has decreased significantly. This was a larger concern in the first and second quarters. We are still seeing a considerable amount of low-cost deposits transitioning into higher-cost deposit products, which was somewhat stronger than we anticipated. For a bottoming out to occur, we need to reach a point where loans continue to reprice. We have a significant fixed rate book, and as older loans pay down and new ones are booked at higher rates, especially in auto loans, deposits must stabilize. In these scenarios, we could see slight increases in asset rates due to a mix change and some adjustments on the rate curve, while deposits stop rising and the pressure eases. We believe there is a significant psychological factor if the Federal Reserve halts rate increases, as consumers tend to focus on current headlines about rising rates rather than the yield curve's back end. When that happens, the increases in deposit rates may slow compared to the repricing of fixed rate loans. This process is very nuanced, making it challenging to predict, as small variations can lead to opposite outcomes.

Yeah. Okay. Perfect. Thank you for that color. And then, Andy, just to add, I guess maybe the answer is stay tuned to December, but, I know in the past you've alluded quite a few times to the importance of positive operating leverage creation. Are you thinking that that's something that's kind of important and doable in 2024? Or should we sort of think about it? Or like the way you think about it, is that sort of broader, is important over the long term as opposed to in each individual year?

It will take a lot for me to give up on our goals for 2024. For my colleagues listening, our focus is on both the expense side and our strategic investments. I will ask the team how quickly we can make these changes, which will depend on market conditions and execution. I'm gaining confidence in our leadership team, who have demonstrated their ability to execute since we launched our initial plan in September 2021, despite some challenges this year. The fundamentals are still strong. As we develop our plan, the team is challenged to aim for positive operating leverage in 2024. We'll need to see what the market conditions are, but that is our goal. We don't have the final numbers for 2024 yet, but that is the direction we are heading.

Okay, perfect. All right, thank you all very much.

Thank you.

Thank you. Our next question comes from Terry McEvoy with Stephens. Please proceed with your question.

Thank you, Andy. Regarding the rise in commercial non-accruals, I noticed at the end of the release there were potential problem loans, particularly in investor commercial real estate. Can you clarify how much of that increase is attributed to legacy loans versus new lending relationships established since the end of 2021? This could help address some of the concerns regarding a late-cycle growth phase in commercial lending and its potential for a quicker normalization of credit trends.

We're not experiencing any negative effects from the last quarter. A few deals have moved into non-accrual status, but there isn’t any consequence from the growth we experienced over the past couple of years. Our real estate portfolio remains strong despite the impact of rising interest rates and inflationary pressures on insurance, real estate taxes, and other operating expenses. Although we are managing well, elevated costs may create additional challenges. However, our real estate dealings are based on established relationships rather than one-off transactions, focusing on connections we have built over time.

Maybe speak to the non-accrual nature and trend of the real estate book.

Yeah, really, I mean, in terms of non-accruals, we haven't seen a lot in real estate. I mean, it's really been more on the C&I side that moved the needle here this quarter. We've had some pretty strong, stable performance in the book.

I mean, in fact, the non-accruals have been down each of the past five quarters, and net charge-offs have been negative over that five-quarter period. So if that would be the specific question, Terry, we see no evidence of that.

I would like to follow up on a question similar to what Scott and John asked. Regarding the fourth quarter expense guidance, I noticed some non-recurring items. I was considering whether these are linked to Phase 2 of the strategic plan rather than the FDIC expense. Does the fourth quarter guidance include any expenses related to strategic Phase 2, and will we expect an increase in expenses next year as a result of the announcement that will be made this quarter?

I'll mention that although we haven't provided guidance for 2024, our strategy has remained consistent over the past two years. Each year we've approached it with the understanding that there is always potential for cost reductions. There is always an opportunity to cut expenses to fund the next important investment. We have made such investments over the last two years and currently see further investment opportunities, alongside the possibility of reducing expenses in certain areas. This will be our strategy moving forward. When discussing new initiatives, some may worry about high expenses, but we have managed to avoid that for the past two years and anticipate maintaining that next year. This gives me confidence in achieving positive operating leverage next year, even as we refine our plans. Regarding expenses, we don't expect any significant spikes in the fourth quarter related to our planned initiatives.

Yeah, I was one of those people and you proved me wrong, so I hear you loud and clear, Andy. Thanks for taking my questions.

Thank you.

Thank you. Our next question comes from the line of Timur Braziler with Wells Fargo. Please proceed with your question.

Hi, good afternoon. Looking at the auto finance book, I'm just wondering how close that book is to reaching a point of maturity, meaning that you're starting to have some loans pay off. I'm assuming that starts to accelerate somewhat in 2024, and as that process happens, I'm just wondering what your expectation for growth is there? Expansion into some newer markets, is that enough to offset that level of maturity or at some point should we see payoffs and kind of maturing loans in that space eat into the growth?

The payoffs have already begun. The duration of our auto finance book has historically been 36 months or less, and we're already observing monthly payoffs. This is a positive aspect of such a book because it means loans will be worked through. Looking ahead, we plan to strategically maintain exposure to auto finance, and you will likely see growth peak, stabilize, and eventually decline slightly over time. While I can't predict the exact quarter when this will occur, we don't expect it to become an overly dominant portfolio. Our aim is not to solely focus on auto finance. We continue to invest in commercial opportunities, as we believe there's substantial potential there. Market data indicates that we are currently under-represented in deposits in key commercial markets, and we are diligently working to bridge that gap. We see opportunities on the loan side as well.

Okay, that's helpful. And then maybe from a credit standpoint and how the growth in auto corresponds with CECL accounting. The look back has been nothing so far really, just given how new that business line is. However, historically consumer auto tends to have a higher level of charge-offs. I'm just wondering how you're thinking about growth in that portfolio and how you're modeling that from the CECL standpoint and could we actually see a meaningful step-up once that book does start to normalize and we see charge-offs move to more or less of a normal level there.

I'll begin addressing that, then pass it to Pat. I noticed your point about the increased charge-offs and I'm curious if we're possibly blending strategies. This portfolio mainly consists of prime and super-prime loans, and historically, the charge-off rate through the cycle has hovered around 35 to 45 basis points. I view this as a low-risk portfolio. Our consumer finance segment holds around $10 billion in prime and super-prime loans, predominantly in real estate through home equity and residential sectors. We are lending to a consistent customer base under a balanced scorecard approach. Recently, we have observed an uptick in credit bureau scores for this portfolio; the average FICO score for loans extended over the last month is 783, compared to approximately 780 the month before, while the overall portfolio averages between 760 and 770. Therefore, I do not view this as a high-risk portfolio. We're lending to borrowers who reliably repay their loans and utilizing a method that incorporates multiple factors to determine risk. How would you add to that, Pat?

No, I think that's a good summary. I mean, we haven't seen the maturation level yet, but the metrics in terms of charge-offs, delinquencies, et cetera, are tracking in how we would expect it. And we've been very happy with the deals that have gone into it and how they've performed. Like Andy said, we're in that prime and super prime space, so it's really kind of aligned with our expectations were.

Okay, that's a great color. And then just last one there. Can you provide an update on how big that dealer network is and what that growth rate is expected to be in ‘24?

Yeah, we have about 1,300 dealers right now. And as Derek said, we're expanding within the footprint. I would say we'll go through the same course of our business model in terms of adding dealers where it makes sense based on their quality and how they fit our model. We haven't provided guidance for 2024 yet.

Okay, I understand. Thank you very much for the color. Appreciate the questions.

Thank you.

Thank you. Our next question comes from the line of Chris McGratty with KBW. Please proceed with your question.

Hey, good morning or good afternoon. Just a quick one on the capital change on Slide 16. The bump up in the high end, Andy, is that just a function of where you're running nine months through the year or are you trying to signal that you're looking to run a little bit more capital in this kind of economy?

Chris, I wanted to answer your question. Derek literally called me off right here.

I didn't know such thing. The question we would have gotten if we didn't move it is, oh I see you're above your target range because it was 9.50% before, is are you going to do a buyback? So we're not. So we bumped the high end up. It's as simple as that.

He really did want to answer that question, Chris.

Yep. Sorry about that. The next question comes from the line of Brody Preston with UBS. Please proceed with your question.

Hey, good evening, everyone. How are you?

Good, Brody.

Hey, so unfortunately, like John, I also travel a lot. And so I'm in an airport right now. So if there's background noise or if you can't hear me, I apologize in advance, all right?

No worries, no problem.

I wanted just to quickly ask you about the fees. I know you maintained the guidance, but just given this quarter's results, when you kind of flow through the guide, it implies a bit of a step down in the fourth quarter, and I just wanted to know if there was anything specific driving that?

There's not. We've had pretty strong mortgage fees the last two quarters related to MSR evaluations going up. That won't continue at that level, but otherwise there's no specific guidance that would suggest a step down from our standpoint.

Okay. And I also wanted to just ask, generically on the loan book, if you could give us the portion of the loan portfolio that is shared national credits and of that what are the lead agent on.

In our SNC portfolio, the largest concentration is found in both power and utilities within our REIT business. These lending sectors reflect the successful business model we have maintained for many years. Both areas of business, along with the entire SNC portfolio, continue to perform exceptionally well from a credit perspective, which makes us quite pleased. We consider SNCs carefully at the outset to ensure they align with the business model. From both an underwriting and portfolio management viewpoint, we apply the same credit standards to these deals as we would to direct deals.

Understood, that's great color. Do you happen to have what portion of the loan portfolio it is?

We don't disclose that information. When I consider our approach, we focus on industries and customers we understand, leading to what I view as a fairly low-risk portfolio. My main question for the team isn't about exiting these credits due to risk, but rather from a return perspective. Over the past few months, we've reviewed each credit across all our portfolios. I believe there are opportunities in nearly every portfolio to replace lower-yielding assets with higher-yielding ones. Our goal is to pursue that opportunity quarter by quarter. However, regarding SNCs, we don't perceive this as a high-risk portfolio and haven't seen any signs indicating otherwise, especially in the businesses we've been involved with for a long time that hold these types of loans.

Understood. And then on the office portfolio, do you have what the reserve that you set aside against the office loans is?

I want to mention that we've been building that over the last couple of quarters. Our office portfolio has remained quite stable, and we haven't observed significant degradation. However, we do have a substantial reserve in place due to the uncertainty in that market.

Okay, got it. Understood. And then, Andy, I do just want to ask one last one just on the 2.0 version of the plan that we're going to get here down the road. Are those going to have kind of like any medium or longer term profitability targets that you're going to set out to achieve?

Yeah, Brody, what I'll say about that is I try very hard not to get in front of the board. And so we'll be meeting with them over the course of the next 10 days to go over in detail. Once I make sure that I have proper governance, I am very prepared. In fact, they're holding me back from sharing what we're going to do. So they're fair questions. They are good questions. And we intend to have something later this quarter before year-end that announces specifically what actions we intend to take. So I hate to delay it that way, but I must in this case.

Understood. I appreciate you taking my questions, everyone. Have a good night.

All right. Thank you. I think that's it, Alicia. Thank you all for the interest. We appreciate that and we look forward to further conversations.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.